**Liabilities for
Breaches**


Minsheng is liable for
any claims brought by the Supplier for its default in payment under the Purchase Agreement. It shall indemnify Henan Xinyuan for
any direct loss as a result of delay in the Supplier's delivery of the Aircraft caused by any default in Minsheng's payment under
the Purchase Agreement. In addition, if Henan Xinyuan unable to possess over the Aircraft for reasons caused by Minsheng, Minsheng
shall compensate Henan Xinyuan for any direct loss incurred. If such delay exceeds 90 days, Henan Xinyuan shall be entitled to
terminate the Agreement.


 


If Henan Xinyuan fails
to pay rent, interest or other expenses on time, it shall pay penalty to Minsheng, calculated as 0.05% per day of the outstanding
amount compounded by quarter until the outstanding amount is paid in full.


 


Any of the following
events constitutes fundamental breach by Henan Xinyuan: default in rent payment or pre-lease interest payment, misrepresentation
in the Agreement, delay in registration of the Aircraft for more than 30 days, any violation of ownership rights, operation, maintenance
and insurance requirement of the Aircraft under the Agreement, no ratification by Henan Xinyuan after 10 business days from Minsheng's
notice of violation under the Agreement, any compulsory sale by the supervisory authority or a court as a result of disputes in
operation of the Aircraft, any default prior to the lease start date, occurrence of any material changes, any material default
under Henan Xinyuan' agreements with the third party, or failure to pay debt obligations, any other defaults that may materially
harm Minsheng's interest and any default by the guarantor under the guarantee agreement entered into pursuant to this Agreement.